Davis, of West Palm Beach, Florida, said she has served the
company faithfully as a board member since 2006, and as a result
of circumstances including the cost of commuting and renting an
apartment, she’s “impoverished” and was depending on the award
from the San Ramon, California-based firm, a unit of Forstmann
Little & Co., which isn’t named in the suit.

Davis “has demanded payment in full, but defendant has
refused to make payment,” which she “believes exceeds $23
million,” her lawyers said in a complaint filed yesterday in
federal court in Wilmington, Delaware.

The lawyers said in court papers that Davis’s award might
soon be worth more, because 24 Hour Fitness “is currently
actively seeking a buyer,” which could boost its value.

They said the company wrote to Davis in September advising
her the award “is not a valid obligation of the company.”

A phantom stock award is a long-term benefit plan in which
the recipient holds the rights to the value of shares, not the
actual shares, until payout.

Forstmann, based in New York, bought 24 Hour Fitness in
2005 as the world’s largest fitness center company, it said in a
statement at the time.